F E B R UA RY 2016
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Corporate Finance
Valuing high-tech companies
It might feel positively retro to apply discounted-cash-flow valuation to hot start-ups and the like. But its still
the most reliable method.
Marc Goedhart, Tim Koller, and David Wessels
For the past several years, investors have once again
been piling into shares of companies with fast
growth and high uncertaintyespecially Internet
and related technologies. The rapid rise and
sudden collapse of many such stocks at the end
of the 20th century raised questions about the
sanity of a stock market that appeared to assign
higher value to companies the more their
losses mounted. Now, amid signs that the current
tech boom is wobbling, even the US Securities
and Exchange Commission is getting into the act,
announcing in late 2015 its plans to investigate
how mutual funds arrive at widely varying valua-
tions of privately held high-tech companies.
In the search for precise valuations critical to
investors, we find that some well-established
principles work just fine, even for high-growth
companies like tech start-ups. Discounted-cash-
flow valuation, though it may sound stodgily
old school, works where other methods fail, since
the core principles of economics and finance
apply even in uncharted territories, such as start-
ups. The truth is that alternatives, such as price-
to-earnings or value-to-sales multiples, are
of little use when earnings are negative and when
there arent good benchmarks for sales multiples.
More important, these shorthand methods
cant account for the unique characteristics of each
company in a fast-changing environment, and they
provide little insight into what drives valuation.
Although the components of high-tech valuation
are the same, their order and emphasis differ from
the traditional process for established companies:
rather than starting with an analysis of the
companys past performance, begin instead by
examining the expected long-term develop-
ment of the companys marketsand then work
backward. In particular, focus on the potential
size of the market and the companys market share
as well as the level of return on capital the com-
pany might be able to earn. In addition, since long-
term projections are highly uncertain, always
value the company under different probability-
weighted scenarios of how the market might
develop under different conditions. Such tech-
niques can help bound and quantify uncertainty,
but they will not make it disappear: high-
growth companies have volatile stock prices for
sound reasons. What follows is an adaptation
of analysis we published in 2015, using public data
from 2014 and 2015.1 The analyses herein are
presented as an exercise to illustrate the method-
ology. They are not meant as a commentary
on the current market situation and should not
be used as the basis for trading in the shares
of any company.
Start from the future
When valuing high-growth companies, start
by thinking about what the industry and company
might look like as the company evolves from
its current high-growth, uncertain condition to
a sustainable, moderate-growth state in the
future. Then interpolate back to current perfor-
mance. The future state should be defined
and bounded by measures of operating perfor-
mance, such as customer-penetration rates,
average revenue per customer, sustainable margins,
and return on invested capital. Next, determine
how long hypergrowth will continue before growth
stabilizes to normal levels. Since most high-
growth companies are start-ups, stable economics
probably lie at least 10 to 15 years in the future.
To demonstrate the valuation process for high-
growth companies, lets walk through an
abbreviated, potential valuation of Yelp, a popular
online site for reviewing local businesses,
using public data about the company. In 2014,
approximately 545 million unique visitors
wrote 18 million reviews on 2 million businesses.
As the company explains in its annual report,
These reviews are written by people using Yelp
to share their everyday local business
experiences, giving voice to consumers and
bringing word of mouth online.
Originating in San Francisco, the company now
serves around 150 cities around the world.
Yelps revenues between 2009 and 2014 grew more
than tenfold from just under $26 million to
$378 million, representing a compound annual
growth rate of 71 percent. (Revenues in 2015
were up 48 percent over the previous year as of
the third quarter.) To estimate the size of
the potential market, start by assessing how the
company fulfills a customer need. Then
determine how the company generates (or plans
to generate) revenues.
Understanding how a start-up makes money
is critical. Many young companies build a product
or service that meets the customers need but
cannot identify how to monetize the value they
provide. Yelp provides end users with an extensive
online forum to review the experiences of
other customers when selecting a local business.
Although Yelp provides a convenient service
to the customer, todays Internet users often do not
pay for online reviews.2
Instead of charging the end customer, Yelp sells
local advertising to businesses that register on the
website. A basic listing is free, but the company
offers paid services, such as enhanced listings with
photos and video, a sponsored search (where
the company appears early in the consumers
search results), and a call to action, which allows
the consumer to schedule an appointment or
the business to provide a coupon. In 2014, that
2
 local advertising contributed $321 million of the
companys $378 million in revenues. Two other
sources of revenues, brand advertising and other
services, allow companies to purchase general
advertisements and conduct transactions. Both
are growing rapidly, but they continue to be
a smaller part of annual revenues. Using these
revenue drivers as a guide, start your valua-
tion by estimating the potential market, product
by product.3
Size the market
Although Yelp management rightfully touts
its unique visitors and growing base of customer
reviews, what really matters from a valuation
perspective
MoF 2016 is its ability to convert local businesses
into Yelp clients.
Valuing high techStart with estimating how
many local businesses
Exhibit 1 of 1 are in Yelps target markets,
how many businesses will register with Yelp,
and how many of those businesses will convert to
its paid services. There are approximately
66 million small and midsize businesses in Yelps
target markets.4 As of 2014, the company had
registered 2 million businesses on its site. Of the
businesses that registered, only 84,000 were
paying clients. With 1 percent market penetration,
there is plenty of room for growth (exhibit).
To build a revenue forecast, first estimate the
number of business that might register with Yelp.
We estimate both historical and future registra-
tion rates by analyzing Yelps historical data. Since
registration is free and Yelp is well known,
we model penetration, for this exercise, to reach
60 percent. That translates to 8.5 million
registered businesses by 2023. For most start-ups,
forecasting a 60 percent share is extremely
aggressive, since additional competition is likely to
enter the market.5 For this business, however, it
is reasonable to assume that the largest company is

Exhibit Yelp has potential to increase its market penetration.

Number of local businesses, 2013 US local-ad spending, $ billion

Small and midsize businesses 160 Online media

in Yelp countries: 66 million Traditional media
140

120
Businesses captured on
Yelp site: 2 million 100

80

Yelp accounts: 60
84,000
40

20

0
2013 2015E 2017E

Source: BIA/Kelsey; Yelp 10-K, 2014; Yelp investor deck, Mar 2014

3
likely to capture a significant portion of the online
marketsince businesses desire an advertising
partner that generates the most traffic, and
consumers desire a website with the most reviews.
In that way, this business is similar to others
with a community of users that reinforces the use
of the product, such as Microsofts Windows
operating system, which still retains more than
80 percent of its market.
With registered businesses in hand, next estimate
the conversion rate from basic (free) to enhanced
(pay) services. To estimate this number, we
analyzed data from cohorts of Yelps markets based
on entry dates to annual conversion rates the
company has reported. Based on historical data, we
project that Yelps penetration rate will grow from
4 to 5 percent as the cohorts mature. This number is
quite conservative, but historical data have
not pointed to much movement over time, even
for Yelps earliest markets.
Complete the forecast by estimating revenues per
client. Again, data from early markets are relatively
stable, averaging near $3,800 per business.
Assuming average revenue per paying business
increases at 3 percent per year leads to reve-
nue of $5,070 per business by 2023. Multiplying the
number of paying clients in 2023 (423,000) by
the average revenue per business leads to estimated
total local-advertising revenue of $2.2 billion
in 2023. Adding estimates of revenues for brand
advertising and other services yields an estimate
of total 2023 revenues of $2.4 billion.
Next, we test our revenue estimate by examining
potential market share in 2023. BIA/Kelsey,
a research and advisory company that focuses on
local advertising, estimated that local businesses
spent $132.9 billion on advertising in 2013,
of which $26.5 billion was placed online.6 Between
2013 and 2017, the research company expects
online advertising to grow by 14 percent per year,
to $44.5 billion. Assuming that number grows by
5 percent per year, we estimated total online-
advertising revenues will come to $60 billion in
2023. Although search engines such as Google
are likely to continue to capture the lions share
of this market, there is still room for Yelp to
capture a portion of local advertising. Our estimate
for Yelp in this exercise translates to a potential
market share of 4 percent by 2023.
Estimate operating margin, capital intensity,
and return on invested capital
With a revenue forecast in hand, the next step is to
forecast long-term operating margins, required
capital investments, and return on invested capital
(ROIC). Since Yelps current margins as a fast-
growing start-up are not indicative of its likely long-
term margins, it is important to examine the
fundamentals of its business model and look to com-
panies with similar business models. OpenTable
is another high-growth company actively serving
businesses in local markets. OpenTable pro-
vides reservation services for restaurants. Similar
to Yelp, the company generates revenue by
deploying a dedicated sales team to local restau-
rants to encourage enrollment. OpenTables
management forecast that, when mature, it would
reach operating profit margins of about 25 percent.
Combined with our revenue forecast, this margin
projection would translate to a potential growth in
operating profit from a loss of $8.1 million in
2013 to a profit of $619 million in 2023.
But are these forecasts realistic? To address this
question, examine other software companies
that provide a similar conduit between consumers
and businesses, funded by businesses. The key
value drivers for Google, LinkedIn, and Monster
Worldwide, though not a perfect comparison,
offer some insight into what is possible.
If Yelp can match Google, perhaps 25 percent oper-
ating margins are not unrealistic. But not every
4
 business-to-business Internet company has been
able to maintain such healthy margins. For
instance, Monster Worldwide generated operating
margins near 30 percent prior to 2010, but
it has watched margins erode under competitive
pressure. In 2013, domestic margins hovered
near 15 percent, and the companys overall margin
declined below 10 percent. Success with
consumers by no means assures ongoing success
with the businesses and, by extension, with
financial results.
To estimate future cash flow, we also had to forecast
capital requirements. Most businesses require
significant capital to grow. This is not the case for
many Internet companies. In 2014, Yelp required
only $92 million of capital on $378 million of
revenues, or 24 percent. Unlike traditional compa-
nies, which often consume significant capital
as they grow, Internet companies require little
fixed equipment; most of the capital resides
in short-term assets such as accounts receivable. To
create cash flow for Yelp, we maintained this
percentage of invested capital to revenue, which
is also in line with Google, LinkedIn, and
Monster Worldwide. With high operating margins
and little invested capital, ROIC is so high that
it is no longer a useful measure. But what about the
competition? If ROIC is so high, shouldnt com-
petitors enter and eventually force prices down?
Perhaps, but Yelps real capital resides in intangibles
such as brand and distribution capabilities,
and these are not easily captured using todays
financial statements.
Work backward to current performance
Having completed a forecast for total market size,
market share, operating margin, and capital
intensity, it is time to reconnect the long-term
forecast to current performance. To do this,
you have to assess the speed of transition from
current performance to future long-term
performance. Estimates must be consistent with
5
economic principles and industry characteristics.
For instance, from the perspective of operating
margin, how long will fixed costs dominate variable
costs, resulting in low margins? Concerning
capital turnover, what scale is required before reve-
nues rise faster than capital? As scale is reached,
will competition drive down prices?
Often the questions outnumber the answers. To
determine the speed of transition from current
performance to target performance, we examined
the historical progression for similar compa-
nies. Unfortunately, analyzing historical financial
performance for high-growth companies is
often misleading, because long-term investments
for high-growth companies tend to be intangible.
Under current accounting rules, these investments
must be expensed. Therefore, accounting profits
are likely to be understated relative to the true eco-
nomic profits. With so little formal capital,
many Internet companies have high ROIC figures
as soon as they become profitable.
Consider Internet retailer Amazon. In 2003, the
company had an accumulated deficit (the opposite of
retained earnings) of $3.0 billion, even though
revenues and gross profits (revenues minus direct
costs) had grown steadily. How could this occur?
Marketing- and technology-related expenses signif-
icantly outweighed gross profits. In the years
between 1999 and 2003, Amazon expensed
$742 million in marketing and $1.1 billion in tech-
nology development. In 1999, Amazons marketing
expense was 10 percent of revenue.
In contrast, Best Buy spends about 2 percent of
revenue for advertising. One might argue that the
eight-percentage-point differential is more
appropriately classified as a brand-building activity,
not a short-term revenue driver. Consequently,
ROIC overstates the potential return on capital for
new entrants because it ignores historically
expensed investment.
Develop weighted scenarios
A simple and straightforward way to deal with
uncertainty associated with high-growth
companies is to use probability-weighted scenarios.
Even developing just a few scenarios makes the
critical assumptions and interactions more trans-
parent than other modeling approaches, such as
real options and Monte Carlo simulation.
To develop probability-weighted scenarios, estimate
a future set of financials for a full range of out-
comes, some optimistic and some pessimistic. For
Yelp, we developed three potential scenarios
for 2023. In our first scenario, revenues grow to
$2.4 billion on roughly 423,000 converted
accounts with margins that match Googles. In our
second scenario, we assume that Yelp progresses
much better than expected. Registrations for free
accounts follow the base-case scenario, but
the company doubles its conversion rate from 5 to
10 percent, leading to nearly a half million accounts
and approximately $4.6 billion in revenue. In
this scenario, the company continues its path to
profitability, with margins comparable to
Googles. This is an optimistic estimate based on
past performance, but a 10 percent conversion rate
is by no means implausible. The last scenario
assumes that Yelp generates less than $1.2 billion
in revenue by 2023 because the international
expansion goes poorly. Without expected revenue
growth, margins grow to just 14 percent, matching
Monster Worldwides domestic business.
Understanding what drives the value of the underlying business
across the scenarios is more important than trying to come up
with a single-point valuation.
To derive current equity value for Yelp, weight the
intrinsic equity valuation from each scenario
($5.0 billion for the high case, $3.4 billion for the
base case, and $1.3 billion for the low case) by
its estimated likelihood of occurrence, and sum
across the weighted scenarios. Based on our
illustrative probability assessments of 10 percent,
60 percent, and 30 percent, respectively, for the
three scenarios, we estimate Yelps equity value at
$2.9 billion and value per share at $39.7 Whether
this price is appropriate depends on your
confidence in the forecasts and their respective
probabilities. Were they too optimistic, too
pessimistic, or just right?
Scenario probabilities are unobservable and highly
subjective. If the probability of occurrence for
the most pessimistic scenario were ten percentage
points higher, Yelps estimated value would be
more than 10 percent lower. For start-up companies
with promising ideas but no actual businesses,
the sensitivities can be significantly higher. Take,
for example, a start-up company that needs
to invest $50.0 million to build a business that
could be worth $1.2 billion with a probability
of 5 percent and completely worthless otherwise.
Its estimated value today would be $10.0 million.
But if the probability of success were to fall
by just half a percentage point, its value would
decline by more than half. It should be no
surprise that the share prices of start-up and
high-growth companies are typically far
6
 more volatile when compared with companies with
mature businesses.
As a result, understanding what drives the value
of the underlying business across the scenarios is
more important than trying to come up with
a single-point valuation. A careful analysis of Yelps
business following the lines laid out above helps.
For Yelp, the growth of the advertising market and
the market share it could attain are important
but they can be forecasted within a reasonable
range (and dont differ that much across scenarios).
More criticaland harder to predictare the
conversion rates to paid-service accounts and the
average revenues per account that Yelp realizes
in coming years. Conversion rates and revenues per
account are the key value drivers for Yelp.
1 Marc Goedhart, Tim Koller, and David Wessels, Valuation:
Measuring and Managing the Value of Companies, sixth edition,
Hoboken, NJ: John Wiley & Sons, 2015.
2 Although free reviews are commonplace today, this has not
always been the case. As of this writing, professional
reviewers such as the magazine Consumer Reports (for
products) and Zagat (for restaurants) still charge for
their service.
3 For the purpose of exposition, this article examines only
one source of revenues for Yelp in detail: local advertising, which
generates the bulk of the companys revenues.
4 Yelp investor presentation, 2014.
5 One piece of data pointing to the potential of a 60 percent share
is the restaurant-reservation company OpenTable. Before
being acquired by Priceline.com in 2014, OpenTable reported
that it had exceeded a 60 percent share in San Francisco.
6 BIA/Kelsey forecasts overall US local media ad revenues to
reach $151.5B in 2017, lifted by faster growth in online/digital,
November 19, 2013, biakelsey.com.
7 During the first half of 2015, when this example was updated,
Yelps shares were trading between $40 and $50 per share. In
the second half of the year, one of the cofounders announced
his departure, and Yelp announced that growth would be slower
than anticipated, leading to a substantial drop in the share
price. As with any valuation of fast-growing companies, markets
are volatile and susceptible to the mood of the market.
This article is excerpted from Marc Goedhart, Tim
Koller, and David Wessels, Valuation: Measuring and
Managing the Value of Companies, sixth edition,
Hoboken, NJ: John Wiley & Sons, 2015. The book can
be ordered at wiley.com.
Marc Goedhart is a senior expert in McKinseys
Amsterdam office, and Tim Koller is a principal in the
New York office; David Wessels is an adjunct professor
of finance and a director of executive education at the
Wharton School of the University of Pennsylvania.
Copyright 2016 McKinsey & Company.
All rights reserved.